THE  ATLANTIC  AND  NORTH  CAROLINA 
RAILROAD  COMPANY 


THE  EQUITABLE  TRUST  COMPANY 
OP  NEW  YORK, 

Trustee. 


Jftret  /Iftortgage. 


Dated  July  i,  1917- 


C.  G.  Bhrgoyne  Printing  Ecsiness,  72-7S  Spring  St.,  New  York. 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hill 


http://www.archive.org/details/atlanticnorthcarequit 


Indenture,  dated  the  first  day  of  July,  1917,  between 
The  Atlantic  and  North  Carolina  Eailroad  Company,  a  cor- 
poration organized  and  existing  under  the  laws  of  the  State  of 
North  Carolina  (hereinafter  called  the  Railroad  Company), 
party  of  the  first  part,  and  The  Equitable  Trust  Company  op 
New  York,  a  corporation  organized  and  existing  under  the 
laws  of  the  State  of  New  York  (hereinafter  called  the  Trustee), 
party  of  the  second  part. 

Whereas,  the  Eailroad  Company  is  a  corporation  organ- 
ized under  the  laws  of  the  State  of  North  Carolina  and  has  de- 
termined to  create  an  issue  of  First  Mortgage  Five- Year  Six 
Per  Cent.  Gold  Bonds,  to  be  coupon  bonds,  with  provision  for 
registration  as  to  principal,  the  bonds  all  to  be  dated  the  first 
day  of  July,  1917,  and  all  such  bonds  to  be  payable  on  the 
first  day  of  July,  1922,  and  to  bear  interest  at  the  rate  of  six 
per  cent,  per  annum,  payable  semi-annually  on  the  first  day  of 
January  and  July  in  each  year  (interest  on  the  bonds  to  date 
from  July  1,  1917)  and  all  principal  and  interest  being  pay- 
able in  the  City  of  New  York  in  gold  coin  of  the  United  States 
of  the  present  standard  of  weight  and  fineness  and  without 
deduction  for  any  United  States,  state,  county  or  municipal 
taxes  (except  any  Federal  income  tax)  which  the  Eailroad 
Company  may  be  required  to  pay  thereon  or  to  retain  there- 
from under  any  present  or  future  law,  the  total  issue  of  said 
bonds  for  all  purposes  not  to  exceed  in  the  aggregate  the  prin- 
cipal sum  of  Three  hundred  twenty-five  thousand  dollars 
($325,000),  and  to  be  issued  for  the  purpose  of  paying  an  issue 
of  bonds  of  the  railroad  company  of  the  aggregate  principal 
amount  of  Three  hundred  twenty-five  thousand  dollars  ($325,- 
000)  which  matured  on  July  1,  1917,  and 

Whereas,  the  execution  and  delivery  of  this  indenture  in 
the  form  hereof  and  the  issue  as  herein  provided  of  the  bonds 
hereby  secured  have  been  duly  authorized  and  approved  by 
the  stockholders  and  the  Board  of  Directors  of  the  Eailroad. 
Company,  and 

Whereas,  the  railroad  and  properties  of  the  Eailroad 
Company  were  conveyed  and  transferred  to  the  Howland  Im- 
provement Company,  inc.,  under  and  by  virtue  of  a  lease 
dated  1  September,  1904,  and  registered  in  the  office  of  the 
Eegister  of  Deeds  of  Craven  County,  N.  C,  in  book  151,  page 
200,  for   the  term  of   ninety-one  years  and   four   months  from 


• 


II 


and  after  1  September,  1901,  and  the  name  of  said  Howlaud 
Improvement  Company  was  thereafter  changed  by  Act  of 
the  General  Assembly  of  North  Carolina,  (Chapter  86, 
Private  Laws  of  1905,  ratified  15  February,  1905,) 
to  Atlantic  and  North  Carolina  Company,  aud  said  lease  has 
been  assigned  to  and  assumed  by  the  Norfolk  aud  Southern 
Railroad  Company,  predecessor  of  the  Norfolk  Southern  Rail- 
road Company,  by  said  Atlantic  and  North  Carolina  Company 
by  deed  dated  26  November,  1906,  and  registered  in  said  office 
in  book  167,  page  541,  and 

Whereas,  the  execution  and  delivery  of  this  indenture  in 
the  form  hereof  and  the  issue,  as  herein  provided,  of  the  bonds 
hereby  secured,  have  been  duly  authorized  and  approved  by 
the  Board  of  Directors  of  Norfolk  Southern  Railroad  Com- 
pany ;   and 

Whereas,  the  bonds  to  be  secured  by  this  indenture  are  to 
be  coupon  bonds  of  the  denomination  of  One  thousand  dollars 
($1,000)  each,  numbered  consecutively  from  one  upwards,  aud 
all  said  bonds  to  be  substantially  of  the  following  tenor  : 

[FORM   OF   COUPON    BOND.  | 

No.  $1,000. 

UNITED   STATES   OF   AMERICA 

THE  ATLANTIC  AND  NORTH  CAROLINA  RAIL- 
ROAD   COMPANY 

First  Mortgage  Five-Year  Six  Per  Cent.  Gold  Bond. 

The  Atlantic  and  North  Carolina  Railroad  Company 
(hereinafter  termed  the  Railroad  Company)  a  cor- 
poration organized  and  existing  under  the  laws 
of  the  State  of  North  Carolina,  for  value  received,  hereby 
promises  to  pay  to  the  bearer,  or  if  registered,  to  the  registered 
holder  of  this  bond,  on  the  first  day  of  July,  1922,  at  the  office 
or  agency  of  the  Railroad  Company  in  the  City  of  New  York, 
State  of  New  York,  One  thousand  dollars  ($1,000)  gold  coin  of 
the  United  States  of  the  present  standard  of  weight  and  fine- 
ness, and  to  pay  interest  thereon  at  the  rate  of  six  per  cent, 
per  annum  from  July  1,  1917,  payable  semi-annually  in  like 
gold  coiu  on  the  first  days  of  January  and  July  in  each  year, 
at  its  said  office  or   agency,  but   only  upon    presentation  and 


surrender  of  the  respective  coupons  for  such  interest  hereto 
annexed.  Both  the  principal  and  interest  of  this  bond  are 
payable  without  deduction  on  account  of  any  tax,  assessment 
or  governmental  charge  (except  any  Federal  income  tax)  which 
the  Railroad  Company  may  be  required  to  pay  thereon  or  to 
retain  therefrom,  under  or  by  reason  of  any  present  or  future 
law  of  the  United  States  or  of  any  state,  county  or  munici- 
pality therein.  This  bond  is  one  of  the  series  of  coupon  bonds 
of  the  Railroad  Company  known  as  its  First  Mortgage  Five- 
Year  Six  Per  Cent.  Gold  Bonds,  duly  authorized  in  the  manner 
and  form  prescribed  by  law,  issued  and  to  be  issued  to  an 
amount  not  exceeding  in  the  aggregate  the  principal  sum  of 
Three  hundred  twenty-five  thousand  dollars  ($325,000)  at  any 
one  time  outstanding.  All  such  bonds  are  issued  and  to  be 
issued  under,  and  are  equally  secured  without  preference, 
priority  or  distinction  of  one  bond  over  another,  by  a  mort- 
gage or  deed  of  trust  dated  July  1,  1917,  executed  by  the 
Railroad  Company  to  The  Equitable  Trust  Company  of  New 
York,  a  corporation  of  the  State  of  New  York,  as  Trustee,  to 
which  mortgage  or  deed  of  trust  reference  is  hereby  made 
for  a  statement  of  the  property  and  franchises  mort- 
gaged or  pledged,  the  nature  and  extent  of  the  security, 
the  rights  of  the  holders  of  said  bonds  under  the  same  and  the 
terms  and  conditions  upon  which  said  bonds  are  issued  and  to 
be  issued  and  secured. 

This  bond  shall  pass  by  delivery  unless  registered  in  the 
owner's  name  on  the  books  of  the  Railroad  Company  at  its 
office  or  agency  in  the  City  of  New  York,  such  registry  being 
noted  on  the  bond  by  the  bond  registrar  of  the  Railroad  Com- 
pany. After  such  registration  no  transfer  shall  be  valid  unless 
made  on  the  Railroad  Company's  books  by  the  registered 
owner  in  person  or  by  attorney  duly  authorized  and  similarly 
noted  on  the  bond,  and  the  same  may  be  discharged  from 
registry  by  being  transferred  to  bearer  and  thereafter  trans- 
ferability by  delivery  shall  be  restored,  but  this  bond  may 
again  from  time  to  time  be  registered  or  transferred  to  bearer 
as  before.  Such  registration,  however,  shall  not  affect  the 
negotiability  of  the  coupons,  which  shall  continue  to  be  trans- 
ferable by  delivery  merely. 

This  bond  shall  not  become  obligatory  for  any  purpose 
until  it  shall  have  been  authenticated  by  the  Certificate  hereon 


endorsed,  executed  by  The  Equitable  Trust  Company  of  New 
York  or  its  successors,  as  Trustee,  under  said  mortgage  or 
deed  of  trust. 

In  witness  whereof,  The  Atlantic  and  North  Carolina 
Railroad  Company  has  caused  these  presents  to  be  signed  by 
its  President  or  one  of  its  Vice-Presidents,  and  by  its  (Secre- 
tary or  one  of  its  Assistant  Secretaries,  and  its  corporate  seal 
to  be  hereunto  affixed,  and  coupons  for  the  said  iuterest  with 
the  engraved  signature  of  its  Treasurer  to  be  attached  hereto 
as  of  the  first  day  of  July,  1917. 

The  Atlantic  and  North  Carolina 
Eailroad  Company, 

By .. 

President. 
Attest : 

Secretary. 

Whereas,  there  are  to  be  annexed  to  the  said  bonds  at  the 
time  of  the  issue  thereof  coupons  representing  the  semi-annual 
interest  instalments  which  may  become  due  thereon,  which 
coupons  shall  be  substantially  in  the  following  form  : 

[FORM  OF  COUPON.] 

No.  $30. 

On  the  first  day  of  ,  The  Atlantic  and 

North  Carolina  Railroad  Company  will  pay  to  the  bearer  at 
its  office  or  financial  agency  in  the  City  of  New  York  Thirty 
dollars  ($30)  United  States  gold  coin,  without  deduction  for 
taxes,  except  Federal  income  tax,  being  the  six  months'  intei-est 
then  due  on  its  First  Mortgage  Five- Year  Six  Per  Cent.  Gold 
Bond  No. 


Treasurer. 

Whereas,  there  is  to  be  endorsed  upon  each  of  the  said 
bonds  secured  hereby  a  certificate  of  The  Equitable  Trust 
Company  of  New  York,  Trustee  hereunder,  or  its  successor 
appointed  hereunder,  in  the  following  form  : 


[trustee's  certificate.] 

It  it  bei-eby  certified  that  this  bond  is  one  of  the  series  of 
bonds  described  iu  the  within  mentioned  mortgage  or  deed  of 
trust. 

The  Equitable  Trust  Company  of  New  York, 

Trustee, 

By 

Vice-President. 
And 

Whereas,  in  pursuance  of  the  authority  above  recited  and 
of  all  and  any  legal  power  in  it  vested,  the  Railroad  Company 
proposes  to  make  and  execute  and  hereafter  to  issue  and 
deliver  the  bonds  hereby  secured. 

Now,  therefore,  this  indenture  witnesseth  : 

That  in  order  to  secure  the  payment  of  the  principal  and 
interest  of  all  such  bonds  at  any  time  issued  and  outstanding 
under  this  indenture,  according  to  their  tenor  and  effect,  and 
to  secure  the  performance  of  all  the  covenants  and  conditions 
herein  contained  and  to  declare  the  terms  aud  conditions  upon 
which  such  bonds  are  and  shall  be  issued  and  received,  The 
Atlantic  and  North  Carolina  Railroad  Company,  party  of  the 
first  part,  in  consideration  of  the  premises  and  of  the  pur- 
chase and  acceptance  of  such  bond  by  the  holders  thereof  and 
of  the  sum  of  One  hundred  dollars  ($100)  to  it  duly  paid  by 
the  Trustee  at  or  before  the  ensealing  and  delivery  of  these 
presents,  the  receipt  whereof  is  hereby  acknowledged,  has  ex- 
ecuted these  presents  and  has  granted,  bargained,  sold, 
aliened,  remised,  released,  confirmed,  assigned,  transferred  and 
set  over,  aud  by  these  presents  does  grant,  bargain,  sell,  alien, 
remise,  release,  convey,  confirm,  assign,  transfer  and  set  over 
unto  the  Trustee,  party  of  the  second  part,  its  successors  and 
assigns  forever  : 

All  and  singular  the  railroad  of  the  party  of  the  second 
part  known  and  designated  as  the  Atlantic  and  North  Carolina 
Railroad,  extending  from  its  terminus  in  Morehead  City  to  its 
terminus  in  the  City  of  Goldsboro,  both  in  the  State  of  North 
Carolina,  and  being  about  ninety-six  miles  in  length,    includ- 


iug  all  the  railway,  ways,  rights  of  way,  depots,  depot  grounds 
and  all  other  lands  or  tracts  of  land,  all  tracks,  bridges,  via- 
ducts, culverts,  fences  and  other  structures  of  every  kind 
whatsoever,  all  engine  houses,  car  houses,  freight  houses,  work 
houses  and  and  all  other  buildings  whatsoever,  and  all  machine 
shops  and  other  shops  whether  now  held  or  hereafter  to  be  ac- 
quired for  use  in  connection  with  the  aforesaid  railroad  or  the 
business  thereof,  and  including  all  locomotives,  tenders, 
cars  and  other  rolling  stock  of  every  kind,  and  all  ma- 
chinery, tools,  implements,  fuel,  materials  and  implements  for 
the  constructing,  operating,  repairing  or  replacing  the  said 
railroad  or  any  part  thereof,  or  any  of  its  equipments  or  ap- 
purtenances, whether  now  held  or  hereafter  to  be  acquired,  all 
of  which  things  are  hereby  declared  to  be  appurtenances  of  the 
said  railroad,  together  with  the  corporate  franchises  necessary 
and  proper  to  enable  the  party  of  the  second  part  to  have* 
hold,  possess,  use,  enjoy,  repair  and  operate  said  railroad,  to- 
gether with  all  and  singular  the  tenements  and  appurtenances, 
franchises  and  all  the  right  thereunto  belonging  or  in  anywise 
appertaining,  and  the  reversion  and  reversions,  remainder  and 
remainders,  income,  rents,  issues  and  profits  thereof,  and  also 
all  the  estate,  right,  title,  interest,  property,  possession, 
claim  and  demand  whatsoever,  as  well  at  law  as  in  equity,  of 
the  said  property  of  the  party  of  the  first  part,  of,  iu  and  to 
the  same  and  every  part  thereof  with  the  appurtenances. 

To  have  and  to  hold  all  and  singular  the  said  railroads, 
premises  and  property,  real  and  personal,  rights,  privileges, 
franchises,  estates,  lands,  appurtenances  and  other  property, 
both  real  and  personal,  hereby  conveyed,  mortgaged  or 
pledged,  or  intended  to  be  couvej'ed,  mortgaged  or  pledged, 
unto  the  Trustee  and  its  successors  in  the  trust  and  assigns 
forever. 

But  in  trust,  nevertheless,  for  the  equal  and  proportion- 
ate benefit  and  security  of  all  holders  of  the  bonds  and 
coupons  issued  and  to  be  issued  under  aud  secured  by  this 
Indenture  and  for  the  enforcement  of  the  payment  of  said 
bonds  and  of  the  interest  thereon  when  payable  according  to 
their  tenor,  purport  and  effect  and  to  secure  the  performance 
of  and  compliance  with  the  covenants  and  conditions  of  this 
Indenture  without  preference,  priority  or  distinction  as  to  lien 
or   otherwise    of   any  one   bond   over   any  other  bond   issued 


hereunder  by  reason  of  priority  in  the  issue,  sale  or  negotia- 
tion thereof,  it  being  intended  that  the  lien  and  security  of 
this  indenture  shall  take  effect  from  the  date  of  the  execution 
and  delivery  hereof  without  regard  to  the  time  of  actual  issue, 
sale  or  negotiation  of  said  bonds. 

And  it  is  hereby  covenanted  and  agreed  that  all  such  bonds 
with  the  coupons  for  interest  thereon  shall  be  issued,  certified 
and  delivered  and  that  the  mortgaged  and  pledged  premises 
and  property  shall  be  held  by  the  Trustee  subject  to  the 
further  covenants,  conditions,  uses  and  trusts  hereinafter  set 
forth,  to  wit  : 

Article  First. 

Section  1.  All  bonds  to  be  issued  hereunder  and  secured 
hereby,  together  with  the  interest  coupons  appertaining 
thereto,  and  the  trustee's  certificate  to  be  endorsed  thereon 
shall  be  of  the  tenor  and  purport  above  recited.  The  bonds 
shall  be  of  the  denomination  of  $1,000  each,  numbered  con- 
secutively from  1  upwards. 

The  aggregate  amount  of  the  bonds  issued  and  outstanding 
under  this  Indenture  shall  never  at  any  time  exceed  the  prin- 
cipal sum  of  $325,000.  All  bonds  shall  from  time  to  time 
be  executed  and  delivered  by  the  Railroad  Company  to  the 
Trustee  for  certification  and  thereupon  the  Trustee  shall 
certify  and  deliver  the  same  as  provided  in  Article  First  of 
this  Indenture  and  not  otherwise.  Only  such  bonds  as  shall 
bear  thereon  endorsed  the  certificate  of  The  Equitable  Trust 
Company  of  New  York  or  its  successor  as  trustee  hereunder, 
shall  be  secured  by  this  Indenture  or  shall  be  entitled  to  any 
lien  or  benefit  hereunder,  and  every  such  certificate  of  the 
Trustee  upon  any  bond  purporting  to  be  secured  hereby  shall 
be  conclusive  evidence  that  the  bond  so  certified  has  been 
duly  issued  hereunder  and  that  the  holder  is  entitled  to  the 
benefit  of  the  trust  hereby  created.  Bonds  shall  at  the  re- 
quest of  the  Railway  Company  be  certified  and  delivered  by 
the  Trustee  before  the  filing,  recording  or  registering  of  this 
Indenture. 

In  case  any  officers  of  the  Railroad  Company  who  shall 
sign  and  seal  any  bonds  shall  cease  to  be  such  officers  before 
the  bonds  so  signed  and  sealed  shall  have  been  actually  certi- 


fied  by  the  Trustee  or  delivered,  such,  bonds  may  nevertheless 
be  certified  and  delivered  subject  to  the  provisions  of  Article 
Second  of  this  Indenture  as  though  the  persons  who  had 
signed  and  sealed  such  bonds  had  not  ceased  to  be  officers 
of  the  Railroad  Company.  Coupons  to  be  attached  to  the 
bonds  shall  be  authenticated  by  the  fac-simile  signature  of 
the  present  Treasurer  or  of  any  future  Treasurer  of  the  Rail- 
road Company  and  the  Railroad  Company  may  use  for  that 
purpose  the  fac-simile  signature  of  any  person  who  shall  have 
been  such  Treasurer  notwithstanding  the  fact  that  he  may 
have  ceased  to  be  such  Treasurer  at  the  time  when  such  bonds 
shall  be  actually  certified  and  delivered  or  issued. 

Section  2.  Until  the  permanent  coupon  and  registered 
bonds  intended  to  be  secured  hereby  can  be  engraved  and  pre- 
pared, the  Railroad  Company  may  execute  and  deliver  printed 
or  lithographed  bonds,  negotiable  by  delivery  and  substantially 
of  the  tenor  of  the  bonds  hereinbefore  recited,  except  that  no 
coupons  shall  be  attached  to  said  temporary  bonds  and  the 
same  rnay  be  for  the  payment  of  $1,000  or  any  multiple  thereof 
as  the  Railroad  Company  shall  determine.  Each  of  such 
printed  or  lithographed  bonds  shall  bear  upon  its  face  the 
words  :  "  Temporary  First  Mortgage  Five- Year  Six  Per  Cent. 
Gold  Bond,"  and  shall  be  duly  certified  by  the  Trustee  in  the 
same  manner  as  the  bonds  hereinbefore  described  and  such 
certificate  shall  be  conclusive  evidence  that  the  bond  so  certi- 
fied has  been  duly  issued  hereunder  and  that  the  holder  is 
entitled  to  the  benefit  of  the  trusts  hereby  created.  "When- 
ever any  of  said  temporary  bonds  shall  be  surrendered  for 
exchange  for  temporary  bonds  of  different  denominations  but 
of  like  principal  amount,  the  Railroad  Company  shall  cancel 
the  temporary  bonds  so  surrendered  and  deliver  the  same  to 
the  Trustee  and  shall  execute  and  the  Trustee  shall  thereupon, 
and  upon  payment  of  such  reasonable  charge  for  making  such 
exchange  as  the  Railroad  Company  may  fix,  certify  and  de- 
liver to  the  holder  of  the  bonds  so  surrendered  a  like  principal 
amount  of  temporary  bonds  of  such  denominations  not  less 
than  $1,000,  as  the  holder  of  the  bonds  so  surrendered  may 
reasonably  request.  Such  printed  or  lithographed  bonds, 
duly  certified  and  issued  hereunder,  shall  be  exchangeable  for 
engraved  bonds  to  be  issued  hereunder,  and  upon  any  such 
exchange  said  printed  or  lithographed  bonds    shall    be    forth- 


9 

with  canceled  by  the  Trustee  and  delivered  to  the  Railroad 
Company.  Until  so  exchanged  the  said  printed  or  litho- 
graphed bonds  shall  in  all  respects  be  entitled  to  the  lien  and 
security  of  these  presents  as  bonds  issued  and  certified  here- 
under, and  interest  when  and  as  payable  shall  be  paid  and 
endorsed  thereon.  As  long  as  any  temporary  bonds  are  out- 
standing a  corresponding  amount  in  face  value  of  engraved 
bonds  shall  be  withheld  from  certification  by  the  Trustee. 

Section  3.  The  Railroad  Company  at  an  office  or  agency  to 
be  maintained  by  it  in  the  City  of  New  York  shall  keep  a  suf- 
ficient register  or  registers  of  bonds  issued  hereunder,  and 
upon  presentation  for  such  purpose,  under  such  reasonable 
regulations  as  it  may  prescribe,  register  therein  any  bonds 
issued  under  the  provisions  hereof. 

Upon  presentation  of  any  such  registered  bond  together 
with  a  written  instrument  of  transfer  executed  by  the  regis- 
tered holder  for  the  time  being  in  a  form  approved  by  the 
Railroad  Company,  such  bond  shall  be  transferred  upon  such 
register.  The  registered  holder  of  any  such  registered  bond 
shall  also  have  the  right  to  cause  the  same  to  be  registered  as 
payable  to  bearer,  iu  which  case  transferability  by  delivery 
shall  be  restored,  and  thereafter  the  principal  of  such  bond 
shall  be  payable  to  any  person  presenting  the  same  ;  but  any 
such  bond  registered  as  payable  to  bearer  may  be  registered 
in  the  name  of  the  holder  with  the  same  effect  as  a  first  regis- 
tration thereof.  Successive  registrations  and  transfers  as 
aforesaid  may  be  made  from  time  to  time  as  desired,  and  each 
registration  shall  be  noted  on  the  bond.  Registration  of  any 
bond  shall,  however,  not  restrain  the  negotiability  of  any  cou- 
pon thereto  belonging,  but  every  such  coupon  shall  continue 
to  pass  by  delivery  and  shall  remain  payable  to  bearer. 

Section  4.  In  case  any  bonds  issued  hereunder  shall 
become  mutilated  or  destroyed,  the  Railroad  Company  may, 
in  its  discretion,  issue  and  thereupon,  on  request  of  the  Rail- 
road Company,  expressed  by  resolution  of  its  Board  of 
Directors,  the  Trustee  shall  certify  and  deliver  to  the  Rail- 
road Company,  or,  upon  its  order,  to  the  party  or  parties 
entitled  thereto,  a  new  bond  of  like  tenor  and  date  including 
coupons,  bearing  the  same  serial  number  in  exchange  and  sub- 
stitution for  and  upon  cancelation  of  the  mutilated  bond  and 
its  coupons  so  destroyed,  upon  receipt  of  evidence  satisfactory 


10 

to  the  Railroad  Company  aud  the  Trustee  of  the  destruction 
of  such  bond  and  its  coupon,  and  upon  receipt  also  of  indem- 
nity satisfactory  to  it  aud  to  the  Trustee,  and  the  Railroad 
Company  may  charge  for  the  issue  of  such  new  bond  an 
amount  sufficient  to  reimburse  the  Railroad  Company  for  the 
expense  incurred  by  it  in  the  issue  thereof. 

Upon  the  written  request  of  the  president  of  the  Railroad 
Company  the  Trustee  shall  certify  and  deliver  to  the  president 
or  upon  his  order  at  any  time  after  the  execution  of  this 
indenture  the  bonds  authorized  to  be  issued  hereunder. 


Article    Second. 

Section  1.  The  Railroad  Company  covenants  aud  agrees 
that  it  will  duly  and  puuctually  pay  or  cause  to  be  paid  the 
principal  and  interest  of  every  bond  issued  hereunder  and 
secured  hereby  all  in  gold  coin  of  the  United  States  of 
America  of  or  equal  to  the  present  standard  of  weight  and 
fineness,  at  the  dates  and  place  and  in  the  manner  mentioned 
in  such  bond,  or  in  the  coupons  thereto  appertaining,  without 
any  deduction  from  either  principal  or  interest  for  any  tax, 
assessment  or  governmental  charge  (except  any  Federal  in- 
come tax)  which  the  Railroad  Company  may  be  required  to 
pay  thereon  or  to  retain  therefrom  under  or  by  reason  of  any 
present  or  future  law  of  the  United  States  or  of  any  State, 
County  or  Municipality  therein.  The  interest  shall  be  pay- 
able only  upon  surrender  for  cancelation  of  the  respective 
coupons  annexed  to  said  bonds  as  such  coupons  respectively 
mature,  and  when  and  as  paid,  all  coupons  shall  forthwith  be 
canceled. 

The  Railroad  Company  covenants  and  agrees  that  at  all 
times  until  the  payment  of  the  principal  of  the  bonds  secured 
by  this  Indenture,  it  will  keep  an  office  or  agency  in  the  City 
of  New  York,  where  bonds  and  coupons  may  be  presented  for 
payment  and  where  notices  or  demands  in  respect  of  said 
bonds  and  coupons  may  be  served,  and  from  time  to  time  will 
give  written  notice  to  the  Trustee  of  the  place  of  such  office 
or  agency.  In  case  the  Railroad  Company  shall  fail  to  do  so, 
presentation  and  demand  may  be  made  and  notices  served  at 
the  office  of  the  Trustee  in  the  City  of  New  York. 


11 

Section  2.  Exclusively  for  the  benefit  of  the  holders  of 
bonds  issued  hereunder,  the  Railroad  Company  covenants  and 
agrees  that  from  time  to  time  it  will  duly  pay  and  discharge 
all  taxes,  assessments  and  governmental  charges  (the  lien  of 
which  would  be  prior  or  superior  to  the  lien  of  this  Indenture) 
lawfully  imposed  upon  the  railroads,  franchises  and  other 
property  hereby  mortgaged,  pledged,  or  assigned,  or  upon 
any  part  thereof,  or  upon  the  income  or  profits  thereof,  and 
also  all  taxes,  assessments  and  governmental  charges  lawfully 
imposed  upon  the  lien  or  interests  under  this  Indenture  of 
the  Trustee  or  of  the  holders  of  the  bonds  hereby  secured,  in 
respect  of  the  railroads,  franchises  and  other  property,  subject 
to  this  Indenture,  so  that  the  lien  and  priority  of  this  Inden- 
ture shall  be  fully  preserved  at  the  cost  of  the  Railroad  Com- 
pany without  expense  to  the  Trustee  or  to  the  bondholders  ; 
•provided,  however,  that  nothing  in  this  Section  contained  shall 
require  the  Railroad  Company  to  pay,  acquire  or  make  pro- 
vision for  any  such  tax,  assessment  or  charge  so  long  as  in 
good  faith  the  validity  thereof  shall  be  contested. 

Section  3.  In  order  to  prevent  any  accumulation  after 
maturity  of  coupons,  the  Railroad  Company  agrees  and  cove- 
nants that  it  will  not,  directly  or  indirectly,  extend  or  assent 
to  the  extension  of  the  time  for  payment  of  any  coupon,  and 
that  it  will  not,  directly,  or  indirectly,  be  a  party  to  or  ap- 
prove any  such  arrangement  by  purchasing  or  funding  such 
coupons  or  in  any  other  manner.  In  case  the  time  for  pay- 
ment of  any  such  coupon  shall  be  so  extended,  whether  or  not 
such  extension  be  by  or  with  the  consent  of  the  Railroad 
Company,  such  coupon  shall  uot  be  entitled,  in  case  of  default 
hereunder,  to  the  benefit  or  security  of  this  Indenture,  except 
subject  to  the  prior  payment  in  full  of  the  principal  of  all 
bonds  issued  hereunder  then  outstanding,  and  of  all  matured 
courjons,  the  payment  of  which  has  not  been  so  extended. 

Section  4.  The  Railroad  Company  covenants  and  agrees 
at  all  times  by  itself  or  through  the  lessee  thereof  to 
maintain,  preserve  and  keep  the  mortgaged  property 
and  every  part  thereof,  with  the  rolling  stock,  fixtures 
and  appurtenances,  and  every  part  and  parcel  thereof,  in 
thorough  repair  and  working  order  and  condition  and  sup- 
plied   with    motive    power,  rolling    stock    and  equipment,  and 


12 

that  it  will  from  time  to  time  make  all  needful  and  proper 
repairs,  renewals,  replacements,  additions,  betterments  and 
improvements,  so  that  the  traffic  and  business  thereof  and 
every  part  thereof  shall  at  all  times  be  conducted  with  safety 
and  expedition. 

Section  5.  The  Railroad  Company  covenants  and  agrees 
that  this  Indenture  shall  always,  be  kept  and  maintained  to 
the  extent  that  it  now  is,  and  may  from  time  to  time  become, 
a  valid  lien  upon  all  the  railroad  and  appurtenances  described 
and  conveyed  iu  the  granting  clause  hereof,  and  upon  all 
renewals  thereof  and  all  betterments  and  improvements  thereto 
provided  for  by  the  use  of  the  bonds  secured  by  this  Inden- 
ture or  their  proceeds  ;  that  it  will  not  voluntarily  create,  or 
suffer  to  be  created,  any  debt,  lien  or  charge  which  would  be 
prior  to  the  lien  of  these  presents  upon  any  property  which 
shall  have  become  subject  to  this  Indenture,  or  upon  the  in- 
come thereof. 

Section  6.  Whenever  demanded  by  the  Trustee  the  Rail- 
road Company  will  grant,  convey,  confirm,  assign,  transfer  and 
set  over  unto  the  Trustee  subject  to  the  lien  of  existing  mort- 
gages, the  estate,  right,  title  and  interest  of  the  Railroad  Com- 
pany in  or  to  all  real  or  personal  estate,  corporate  rights  and 
franchises  which,  in  any  way  or  manner,  it  shall  acquire  as 
appurtenant  to,  or  for  use  upon,  the  railroad  hereby  mort- 
gaged, or  any  railroad  or  property  which  hereafter  shall  be- 
come subject  to  the  lien  of  this  Indenture  ;  and  it  will  also  do 
such  further  acts  and  execute,  acknowledge  and  deliver  all  and 
every  such  further  deeds,  transfers  and  assurances  for  the 
better  assuring,  conveying  and  confirming  unto  the  Trustee  all 
and  singular,  the  premises,  estates  and  property  hereby  con- 
veyed, or  intended  so  to  be,  or  which  the  Railroad  Company 
has  herein  covenanted  or  agreed  hereafter  to  convey  or  mort- 
gage to  the  Trustee,  as  the  Trustee  shall  reasonably  require 
for  better  accomplishing  the  provisions  and  purposes  of  this 
Indenture,  and  for  securing  the  payment  of  the  principal  and 
interest  of  the  bonds  intended  to  be  hereby  secured. 


13 


Abticle  Third. 


Section  1.  In  case  default  shall  be  made  in  the  payment  of 
any  interest  or  any  bond  hereby  secured,  or  in  the  payment 
of  the  principal  of  any  such  bond,  or  in  case  default  shall  be 
made  in  the  due  observance  or  performance  of  any  other  cove- 
nant or  condition  herein  required  to  be  kept  or  performed  by 
the  Railroad  Company,  and  any  such  last-mentioned  default 
shall  continue  for  a  period  of  six  months  after  written  notice 
thereof  to  the  Railroad  Company  from  the  Trustee  or 
from  the  holders  of  twenty-five  per  cent,  or  more  in 
amount  of  the  bonds  hereby  secured  and  at  the  time  outstand- 
ing, then  and  in  each  and  every  such  case  the  Trustee,  by  its 
agents  or  attorneys,  may  forthwith  enter  into  or  upon  all  or 
any  part  of  the  railroad,  rolling  stock,  property,  lands,  rights, 
interests,  franchises  and  premises  hereby  conveyed,  or  intended 
so  to  be,  and  each  and  every  part  thereof,  and  may  exclude 
the  Railroad  Company,  its  agents  and  servants  wholly  there- 
from, and,  having  and  holding  the  same,  may  use,  operate, 
manage  and  control  said  railroad  and  other  premises  and  prop- 
erty, regulate  the  tolls  for  the  transportation  of  passengers 
and  freight  thereon,  and  conduct  the  business  thereof,  either 
personally  or  by  its  superintendents,  managers,  receivers, 
agents,  servants  or  attorneys,  to  the  best  advantage  of  the 
holders  of  the  bonds  hereby  secured  ;  and  upon  every  such 
entry  the  Trustee  may,  at  the  expense  of  the  trust  estate,  from 
time  to  time,  either  by  purchase,  repair,  or  construction,  main- 
tain and  restore,  and  may  insure  or  keep  insured,  the  rolling 
stock,  tools,  machinery  and  other  property,  buildings,  bridges 
aud  structures  erected  or  provided  for  use  in  connection  with 
said  railroad  and  other  premises  and  whereof  it  shall  become 
possessed  as  aforesaid,  in  the  same  manner  and  to  the  same 
extent  as  is  usual  with  railroad  companies,  and  likewise  may, 
from  time  to  time,  at  the  exj)ense  of  the  trust  estate,  make  all 
necessary  or  proper  repairs,  renewals,  replacements,  altera- 
tions, additions,  betterments  and  improvements  thereto 
and  thereon  as  to  it  may  seem  judicious ;  and  the 
Trustee     in     such     case     shall     have     the     right     to     man- 


14 

age  the  mortgaged  premises  and  property  and  to- 
carry  on  the  business  and  to  exercise  all  the  rights  and  powers 
of  said  Railroad  Company,  either  in  the  name  of  said  Railroad 
Company  or  otherwise,  as  the  Trustee  shall  deem  best ;  and 
the  Trustee  shall  be  entitled  to  collect  and  receive  all  tolls, 
earnings,  incomes,  rents,  issues  and  profits  of  the  mortgaged 
premises  and  property  and  every  part  thereof ;  and  after  de- 
ducting the  expenses  of  operating  said  railroad  and  other 
premises  and  conducting  the  business  thereof,  and  of  repairs, 
maintenance,  renewals,  replacements,  alterations,  additions, 
betterments  and  improvements,  and  all  payments  which  may 
be  made  for  taxes,  assessments,  insurance  and  prior  pr  other 
proper  charges  upon  the  said  railroad,  premises  or  property 
or  any  part  thereof,  as  well  as  just  and  reasonable  compensa- 
tion for  its  own  services  and  for  the  services  of  all  counsel, 
agents  and  employees  by  it  properly  engaged  and  employed, 
it  shall  apply  the  moneys  arising  as  aforesaid  as  follows  : 

First.  In  case  the  principal  of  the  bonds  hereby  secured 
shall  not  have  become  due,  to  the  payment  of  the  interest  in 
default  in  the  order  of  the  maturity  of  the  instalments  of  such 
interest,  with  interest  thereon,  such  payments  to  be  made 
ratably  to  the  persons  entitled  thereto  without  any  discrimin- 
ation or  preference  except  as  otherwise  provided  in  Section  3 
of  Article  Third  hereof ; 

Second.  In  case  the  principal  of  the  bonds  hereby  secured 
shall  have  become  due,  by  declaration  or  otherwise,  first  to  the 
payment  of  the  accrued  interest  (with  interest  on  the  overdue 
instalments  thereof)  in  the  order  of  the  maturity  of  the  instal- 
ments, and  next,  if  any  surplus  remains  towards  the  payment 
of  the  principal  of  all  bonds  hereby  secured,  such  payments  iu 
every  instance  to  be  made  ratably  to  the  persons  entitled 
thereto  without  any  discriminatiou  or  preference  except  as 
otherwise  provided  in  Section  3  of  Article  Third  hereof. 

Upon  the  payment  in  full  of  whatever  may  be  due  for  prin- 
cipal or  interest,  and  be  payable  for  other  purposes,  and  after 
making  provision  satisfactory  to  the  Trustee  for  the  semi- 
annual interest  upon  bonds  secured  hereby  then  next  matur- 
ing, the  premises  shall  be  returned  to  the  Railroad  Company. 

In  case  at  any  time  when  the  mortgaged  premises  are  in 
the  possession  of  the  Trustee,  or  of  any  Receiver,  the  income 


15 

and  profits  received  from  the  mortgaged  premises,  after  de- 
ducting all  expenses  properly  chargeable  against  the  same 
shall  be  insufficient  to  pay  all  the  interest  upon  bonds  secured 
hereby  which  was  due  when  the  Trustee,  or  such  Receiver 
took  possession  of  the  mortgaged  premises,  and  all  interest 
which  may  fall  due  while  the  Trustee,  or  such  Receiver,  is  in 
possession  thereof,  the  continuance  of  a  default  happeuiug  be- 
fore the  Trustee  or  Receiver  took  possession  of  the  property, 
or  the  failure  to  pay  interest,  maturing  while  the  Trustee,  or 
such  Receiver,  is  in  possession  of  the  property,  shall  entitle 
the  Trustee  and  the  bondholders  to  the  same  rights  and  rem- 
edies as  are  herein  provided  upon  the  continuance  of  such 
default  or  the  failure  to  pay  such  interest,  as  the  case  may  be, 
in  all  respects  as  if  the  Railroad  Company  had  continued  in 
possession  of  said  premises. 

Section'  2.  In  case  (1)  default  shall  be  made  in  the  pay- 
ment of  any  semi-annual  instalment  of  interest  on  any  bond 
hereby  secured  when  the  same  shall  become  payable,  and  any 
such  instalment  shall  remain  unpaid  for  a  period  of  six 
mouths,  or  in  case  (2)  default  shall  be  made  in  the  perform- 
ance of  any  of  the  covenants  of  the  Railroad  Company  con- 
tained in  Sections  2,  4  and  5  of  Article  Second  hereof  and  any 
such  default  shall  continue  for  a  period  of  six  months,  then 
and  in  either  of  such'  events,  the  holders  of  a  majority  in 
amount  of  the  bonds  hereby  secured  then  outstanding,  may, 
by  notice  in  writing  delivered  to  the  Railroad  Company, 
declare  the  principal  of  all  bonds  hereby  secured  then  out- 
standing to  be  due  and  payable  immediately,  and  upon  any 
such  declaration  the  same  shall  become  and  be  immediately 
due  and  payable,  anything  in  this  Indenture  or  in  said  bonds 
contained  to  the  contrary  notwithstanding.  This  provision 
is,  however,  subject  to  the  condition  that,  if  at  any  time  after 
the  principal  of  said  bonds  shall  have  been  so  declared  due 
and  payable,  and  before  any  sale  of  tlie  mortgaged  premises  or 
any  part  thereof  shall  have  been  had,  all  arrears  of  interest 
upon  all  bonds  hereby  secured  then  outstanding,  with  interest 
on  overdue  instalments  of  interest,  and  all  expenses  properly 
incurred  by  the  Trustee  hereunder,  or  by  any  receiver  duly 
appointed  of  the  mortgaged  premises  or  any  part  thereof,  and 
its  or   his  own  compensation  shall  be  paid  by  the  Railroad 


16 

Company,  and  the  Railroad  Company  shall  also  pay  all 
taxes  and  other  amounts  due  and  payable  under  any  pro- 
vision of  this  Indenture,  or  in  case  such  amount  shall  have 
been  collected  out  of  the  income  of  the  mortgaged  prem- 
ises, and  the  Railroad  Company  shall  also  perform  all  coven- 
ants in  respect  of  which  such  declaration  shall  have  been  made 
before  any  sale  of  the  mortgaged  premises  or  any  part  thereof 
shall  have  been  had,  theu  and  in  every  such  case  such  declara- 
tion and  its  consequences  shall  ipso  facto  be  rescinded  and 
annulled  ;  but  no  such  rescission  and  annulment  shall  extend 
to  or  affect  any  subsequent  default,  or  impair  any  right  con- 
sequent thereon. 

Section  3.  In  case  default  shall  be  made  in  the  payment 
of  any  interest  on  any  bond  hereby  secured  and  any  such 
default  shall  continue  for  a  period  of  six  months,  or  in  case 
default  shall  be  made  in  the  payment  of  the  principal  of  any 
such  bond,  when  the  same  shall  become  due  and  payable  either 
by  its  terms  or  by  declaration  of  the  bondholders  as  aforesaid, 
or  in  case  default  shall  be  made  in  the  due  observance  or  per- 
formance of  any  other  covenant  or  condition  herein  required 
to  be  kept  or  performed  by  the  Railroad  Company,  and  any 
such  last  mentioned  default  shall  continue  for  a  period  of  six 
months  after  written  notice  thereof  to  the  Railroad  Company 
from  the  Trustee  or  from  the  holders  of  Twenty-Five  per  cent, 
or  more  in  amount  of  the  outstanding  bonds  hereby  secured, 
then  and  in  each  and  every  such  case,  the  Trustee  shall  be 
forthwith  entitled,  with  or  without  entry,  pei-sonally  or  by  at- 
torney, in  its  discretion,  to  sell  at  public  auction  to  the  highest 
bidder  all  and  singular  the  mortgaged  railroads  and  premises, 
rights  and  franchises  and  interests  of  every  description  held  by 
the  Trustee  or  in  any  manner  subject  to  this  Indenture,  and 
all  right,  title,  interest,  claim  and  demand  therein,  and  right 
of  redemption  thereof,  which  sale  shall  be  made  in  one  lot  and 
as  an  entirety  or  in  separate  parcels  in  accordance  with 
Section  6  of  this  Article,  and  upon  such  terms  as  the  Trustee 
may  fix,  and  upon  any  such  sale  of  Railroad  Company  shall 
join  in  any  deed  of  conveyance  or  assignment  of  the  property 
sold  or  other  writing  evidencing  such  sale  ;  provided,  that  this 
power  of  sale  shall  be  exercised  only  so  far  as  inay  be  author- 
ized by  law. 


17 

Section  4.  In  case  default  shall  be  made  in  the  payment  ot 
any  interest  on  any  bond  hereby  secured  or  in  the  payment 
of  the  principal  of  any  such  bond,  when  the  same  shall  become 
due  and  payable  either  by  its  terms  or  by  declaration  of  the 
bondholders  as  aforesaid,  or  in  case  default  shall  be  made  in 
the  due  observance  or  performance  of  any  other  covenant  or 
condition  herein  required  to  be  kept  or  performed  by  the  Rail- 
road Company  and  such  last  mentioned  default  shall  continue 
for  a  period  of  six  months  after  written  notice  thereof  to  the 
Railroad  Company  from  the  Trustee,  or  from  the  holders  of 
twenty-five  per  cent,  or  more  in  amount  of  the  outstanding 
bonds  hereby  secured,  then  and  in  each  and  every  such  case 
the  Trustee  may  forthwith  proceed  to  protect  and  enforce  its 
rights  and  the  rights  of  the  bondholders  under  this  Indenture 
by  a  suit  or  suits  in  equity  or  at  law,  either  for  the  specific 
performance  of  any  covenant  or  agreement  contained  herein, 
or  in  aid  of  the  execution  of  any  power  herein  granted,  or  for 
the  foreclosure  of  this  Indenture  upon  default  in  the  payment 
of  interest  or  principal,  or  both,  or  for  the  enforcement  of  any 
other  appropriate  legal  or  equitable  remedy  as  the  Trustee 
shall  deem  most  effectual  in  support  of  any  of  its  rights  or 
duties  hereunder. 

Section  5.  Upon  filing  a  bill  in  equity  or  upon  other  com- 
mencement of  judicial  proceedings,  as  provided  in  the  foregoing- 
Section  of  this  Article,  by  the  Trustee  to  enforce  any  right 
under  this  Indenture,  the  Trustee  shall  be  entitled  to  exercise 
any  and  all  rights  and  powers  herein  conferred,  and,  as  a 
matter  of  right,  the  Trustee  shall  be  entitled  to  the  appoint- 
ment of  a  receiver  of  the  premises  hereby  mortgaged  and  of 
the  tolls,  earnings,  revenue,  rents,  issues,  profits  and  other 
income  thereof,  with  such  powers  as  the  court  making  such 
appointment  shall  confer,  and  shall  be  entitled  to  the  appli- 
cation by  any  such  receiver  of  the  net  income  for  the  benefit  of 
the  holders  of  the  bonds  issued  hereunder,  in  accordance  with 
the  trusts  herein  declared.  Except  as  herein  eypressly  pro- 
vided to  the  contrary,  no  remedy  in  this  Indenture  conferred 
upon  or  reserved  to  the  Trustee  is  intended  to  be  exclusive 
of  any  other  remedy,  but  every  remedy  in  this  Indenture  pro- 
vided shall  be  cumulative  and  shall  be  in  addition  to  every 
other  remedy  given  hereunder  or  now  or  hereafter   existing  at 


IS 

law  or  in  equity  or  by  statute  ;  and  every  power  arid  remedy 
given  by  this  Indenture  to  tlie  Trustee  or  to  bondholders  may 
be  exercised  from  time  to  time  aud  as  often  as  may  be  deemed 
expedient.  No  delay  or  omission  of  the  Trustee,  or  of  auy 
bolder  of  bonds  hereby  secured,  to  exercise  any  right  or  power 
arising  from  any  default  shall  impair  any  such  right  or  power 
or  shall  be  construed  to  be  waiver  of  any  such  default  or  an 
acquiescence  therein.  In  case  the  Trustee  shall  have  pro- 
ceeded to  enforce  any  right  under  this  Indenture  by  fore- 
closure, entry,  or  otherwise,  and  such  proceedings  shall  have 
been  discontinued  and  abandoned  because  of  a  waiver  or  for 
any  other  reason,  or  shall  have  been  determined  adversely  to 
the  Trustee,  then  and  in  every  such  case,  the  Railroad  Com- 
pany and  the  Trustee  shall  severally  and  respectively  be  re- 
stored to  their  former  position  and  rights  hereunder  in  respect 
of  the  mortgaged  premises,  and  all  rights,  remedies  and  powers 
of  the  Trustee  shall  continue  as  though  no  such  proceeding 
had  been  taken. 

Section  6.  In  the  event  of  auy  sale  under  or  by  virtue  of 
the  power  of  sale  herein  contained,  or  by  virtue  of  judicial  pro- 
ceedings, or  of  any  judgment  or  decree  of  foreclosure  and  sale, 
the  whole  of  the  property  and  premises  hereby  conveyed, 
mortgaged,  assigned  or  pledged,  including  interests  of  every 
description  held  by  the  Trustee  or  in  any  way  subject  to  this 
Indenture  shall  be  sold  in  one  parcel  and  as  an  entirety,  unless 
the  Trustee  shall  elect  to  sell  in  parcels ;  but  if  the  holders  of 
a  majority  in  amount  of  the  bonds  hereby  secured  then  out- 
standing shall  in  writing  request  the  Trustee  to  cause  said 
premises  to  be  sold  either  in  one  parcel  as  an  entirety  or  in 
several  parcels,  the  sale  shall  be  made  in  one  parcel  as  an  en- 
tirety or  in  several  parcels  as  may  be  specified  in  such  request, 
and  in  the  order  and  at  such  time  or  times  and  place  or  places 
as  may  be  designated  therein  so  far  as  the  law  may  allow  ; 
but  any  sale  of  the  mortgaged  railroads,  franchises 
and  property  appurtenant  thereto  or  appertaining  to 
the  use  thereof  shall  be  made  at  the  City  of  New 
Bern,  in  the  State  of  North  Carolina,  or  such  other  place 
upon  the  mortgaged  railroad  as  the  Trustee  may  fix. 
The  personal  property  and  chattels  appertaining  to  the  rail- 
roads herein  conveyed  and  transferred,  or  intended    so    to  be, 


19 

now  held  or  hereafter  acquired,  shall  be  deemed  real  estate  for 
all  the  purposes  of  this  Indenture,  and  shall  be  held  and 
taken  to  be  fixtures  and  appurtenances  of  the  said  railroads, 
and  are  to  be  used  and  sold  therewith  and  in  the  same  manner 
and  not  separate  therefrom,  except  as  herein  otherwise  pro- 
vided. 

Notice  of  any  such  sale  shall  state  the  time  and  place  when 
and  where  the  same  is  to  be  made  and  shall  contain  a  brief 
general  description  of  the  property  to  be  sold,  and  shall  be 
published  once  in  eacli  week  for  at  least  four  successive  weeks 
prior  to  such  sale  iu  a  newspaper  published  in  New  Bern,  North 
Carolina,  and  a  newspaper  published  in  New  York  City,  New 
York.  The  Trustee  may  adjourn  or  cause  to  be  adjourned 
any  such  sale  from  time  to  time  by  announcement  at  the  time 
and  place  appointed  for  such  sale  or  for  such  adjourned  sale 
or  sales,  and  without  further  notice  or  publication  such  sale 
may  be  made  at  the  time  and  place  to  which  the  same  shall 
be  so  adjourned. 

Section  7.  In  case  of  such  sale  of  the  mortgaged  rail- 
roads and  property,  whether  under  the  power  of  sale  hereby 
granted  or  pursuant  to  judicial  proceedings,  the  whole  of  the 
principal  sum  of  such  bonds  hereby  secured,  if  not  previously 
due,  shall  at  once  become  due  and  payable,  anything  in  said 
bonds  or  in  this  Indenture  to  the  contrary  notwithstanding. 

Section  8.  The  Railroad  Company  covenants  and  agrees 
that  it  will  not  at  any  time  insist  upon  or  plead  or  in  any 
manner  whatever  claim  or  take  the  benefit  or  advantage  of 
any  stay  or  extension  law  now  or  at  any  time  hereafter  in 
force,  nor  will  it  claim,  take  or  insist  upon  any  benefit  or  ad- 
vantages from  any  law  now  or  hereafter  in  force,  providing  for 
the  valuation  or  appraisement  of  the  mortgaged  premises 
prior  to  any  sale  or  sales  thereof,  or  forbidding  or  delaying 
the  sale,  at  the  instance  of  the  Trustee,  of  any  of  the  property 
hereby  conveyod,  by  virtue  of  any  judgment,  decree  or  order 
which  may  be  entered  in  any  foreclosure  proceeding  brought 
hereunder  ;  nor  will  it  after  any  such  sale  or  sales  claim 
or  exercise  any  right  under  any  statute  to  redeem  the 
property  so  sold  or  any  part  thereof  ;  and  it  hereby  ex- 
pressly waives  all  benefit  and  advantage  of  any  such  law  or 
laws,  and  covenants  that  it   will  not  hinder,  delay  or  impede 


20 

the  execution  of  any  power  herein  granted  and  delegated  to 
the  Trustee,  but  that  it  will  suffer  and  permit  the  execution 
of  every  such  power  as  though  no  such  law  or  laws  had  been 
mnde  or  enacted. 

Section  9.  Upon  the  completion  of  any  sale  or  sales  the 
Trustee  shall  execute  and  deliver  to  the  accepted  purchaser 
or  purchasers  a  deed  or  deeds  of  transfer  and  release  of  the 
property  and  franchises  sold,  or  shall  execute  and  deliver  in 
conjunction  with  the  deed  or  deeds  of  the  court  officer  conduct- 
ing such  sale  a  proper  release  of  such  property  and 
franchises.  The  Trustee  and  its  successor  and  successors 
are  hereby  appointed  the  true  and  lawful  attorney  or 
attorneys  irrevocable  of  the  Railroad  Company,  in  its  name 
and  stead,  to  make  all  necessary  deeds  of  conveyance,  sale 
and  transfer  of  the  property  herein  conveyed  and  mortgaged, 
and  for  that  purpose  may  execute  all  necessary  acts  of  con- 
veyance, assignment  and  transfer,  and  may  substitute  one  or 
more  persons  with  like  power,  the  Railroad  Company  hereby 
ratifying  and  confirming  all  that  its  said  attorney  or  attorneys, 
or  such  substitute  or  substitutes,  shall  lawfully  do  by  virtue 
hereof.  Auy  such  sale  or  sales  made  under  or  by  virtue  of 
this  Indenture,  either  under  the  power  of  sale  hereby  granted 
and  conferred,  or  under  or  by  virtue  of  judicial  proceedings, 
shall  divest  all  right,  title,  interest,  estate,  claim  and  demand 
whatsoever,  either  at  law  or  in  equity,  of  the  Railroad  Com- 
pany, of,  in  and  to  the  premises  sold,  and  shall  be  a  perpetual 
bar  both  at  law  and  in  equity  against  said  Railroad  Company, 
its  successors  and  assigns,  and  against  any  and  all  persons, 
claiming  or  to  claim  the  premises  sold,  or  any  part  thereof, 
from,  through  or  under  the  Railroad  Company,  its  successors 
or  assigns.  Nevertheless,  the  Railroad  Company  shall,  if  so 
requested  by  the  Trustee,  ratify  and  confirm  such  sale  by 
executing  and  delivering  to  the  Trustee  or  to  such  purchaser 
or  purchasers  all  proper  deeds,  conveyances  and  releases  as 
may  be  designated  in  such  request. 

The  receipt  of  the  Trustee  or  of  the  Court  officer  conduct- 
ing any  such  sale  shall  be  a  sufficient  discharge  for  the  pur- 
chase money  to  any  purchaser  of  the  property,  or  any  part 
thereof,  sold  as  aforesaid,  and  no  such  purchaser  of  his  repre- 
sentatives, grantees  or  assignees,  after  paying  such  purchase 
money  and  receiving  such  receipt,  shall  be  bound  to  see  to  the 


21 

application  of  such  purchase  money  upon  or  for  any  trust  or 
purpose  of  this  Indenture,  or  be  answerable  in  any  manner 
whatsoever  for  any  loss,  misapplication,  or  non-application  of 
any  such  purchase  money  or  any  part  thereof. 

Setcion  10.  The  purchase  money,  proceeds  or  avails  of 
any  sale  of  the  mortgaged  premises,  together  with  any  other 
sums  which  then  may  be  held  by  the  Trustee,  or  be  payable 
to  it,  under  any  of  the  provisions  of  this  Indenture  as  part  of 
the  trust  estate,  shall  be  applied  as  follows  : 

First.  To  the  payment  of  the  costs,  expenses,  fees  and  other 
charges  of,  and  a  reasonable  compensation  to  the  Trustee, 
its  agents  and  attorneys,  and  to  the  payment  of  all  expenses, 
liabilities  and  advances  incurred  or  disbirrsements  made  by  the 
Trustee  and  to  the  payment  of  all  taxes,  assessments  or  liens 
prior  to  the  lien  of  these  presents,  except  any  taxes,  assess- 
ments or  other  superior  liens  subject  to  which  such  sale  shall 
have  been  made. 

Second.  To  the  payment  of  the  whole  amount  due,  owing  or 
unpaid  upon  the  bonds  hereby  secured  for  principal  and  in- 
terest, with  interest  on  the  overdue  instalments  of  interest,  and 
in  case  such  proceeds  shall  be  insufficient  to  pay  in  full  the 
■whole  amount  so  due  and  unpaid  upon  the  said  bonds,  then  to 
the  payment  of  such  principal  and  interest  without  preference 
or  priority  of  principal  over  interest  or  of  interest  over  prin- 
cipal or  of  any  instalment  of  interest  over  any  other  instal- 
ment of  interest  ratably,  according  to  the  aggregate  of  such 
principal  and  the  accrued  and  unpaid  interest. 

Third.  Any  surplus  then  remaining  to  the  Railroad  Com- 
pany, its  successors  or  assigns,  or  to  whomsoever  may  be  law- 
fully entitled  to  receive  the  same. 

Section  11.  In  case  of  sale  of  the  mortgaged  premises  or 
any  part  thereof,  the  purchaser,  in  settlement  or  payment  for 
the  property  purchased,  shall  be  entitled  to  use  and  ajtpiy 
towards  payment  of  the  purchase  price  of  the  property  pur- 
chased any  bonds  and  any  matured  and  unpaid  coupons  hereby 
secured  by  presenting  such  bonds  and  coupons  so  that  there 
may  be  credited  and  endorsed  or  stamped  as  paid  thereon  the 
sums  applicable  to  such  payment  out  of  the  net  proceeds  of 
such  sale  as  provided  in  Section  10  of  this  Article  ;  and  such 
purchaser  shall  thereupon  be  credited  on  account  of  the  pur- 
chase price  payable  by  him  with   the   sums   so  applicable  and 


22 

credited  on  the  bonds  and  coupons  so  presented.  Such  bonds 
and  coupons  so  presented  by  the  purchaser  shall  be  deemed  to 
be  paid  only  to  the  extent  of  the  amount  so  credited  as  paid 
thereon. 

At  any  such  sale,  the  Trustee  or  any  bondholders  or  their 
agents  may  bid  for  and  purchase  such  property  and  may  make 
payment  therefor  as  aforesaid,  and  upon  compliance  with  the 
terms  of  sale,  may  hold,  retain  and  dispose  of  such  property 
without  further  accountability  therefor. 

Section  12.  Upon  the  written  request  of  the  holders  of  at 
least  twenty-five  per  cent,  in  amount  of  the  bonds  hereby 
secured  then  outstanding,  in  case  of  any  default  as  aforesaid, 
it  shall  be  the  duty  of  the  Trustee,  upon  being  indemnified  as 
hereinafter  provided,  to  take  all  needful  steps  for  the  protec- 
tion  and  enforcement  of  its  rights  and  the  rights  of  the  holders 
of  the  bonds  hereby  secured,  or  to  exercise  the  powers  of 
entry  and  sale  herein  conferred,  or  to  commence  appropriate 
judicial  proceedings  by  action,  suit  or  otherwise,  as  the 
Trustee  shall  deem  most  expedient  in  the  interest  of  the 
holders  of  the  bonds  hereby  secured  ;  but,  anything  in  this 
Indenture  contained  to  the  contrary  notwithstanding,  the 
holders  of  a  majority  in  amount  of  the  bonds  hereby  secured 
and  outstanding,  shall  have  the  right  from  time  to  time,  if  they 
so  elect  and  manifest  such  election  by  an  instrument  in 
writing  executed  and  delivered  to  the  Trustee  to  direct  and 
control  the  method  and  place  of  conducting  any  and  all  pro- 
ceedings for  any  sale  of  the  premises  hereby  conveyed  and 
mortgaged,  or  for  the  foreclosure  of  this  Indenture,  or  for 
the  appointment  of  a  receiver,  or  any  other  action  or  pro- 
ceeding hereunder,  provided  that  such  place  shall  in  no  event 
be  other  than  is  hereinbefore  designated,  to  wit,  at  New  Bern, 
North  Carolina,  or  at  some  other  place  on  the  mortgaged 
premises.  However,  nothing  herein  contained  shall  be  con- 
strued as  requiring  any  direction  or  action  on  the  part  of 
bondholders  to  enable  the  Trustee  to  act  in  its  discretion  in 
any  case  where  such  action  bj-  bondholders  is  not  herein  ex- 
pressly required. 

Section  13.  In  case  default  shall  be  made  in  the  payment 
of  any  iuterest  on  any  bond  hereby  secured,  or  in  case  default 
shall  be  made  in  the  payment  of  the  principal  of  any  such 
bond  when  the  same   shall   become   payable,  whether   at   the 


23 

maturity  of  said  bonds,  or  by  declaration  as  authorized  by 
this  Indenture,  or  by  a  sale  of  the  mortgaged  premises  as 
hereinbefore  provided,  then,  upon  demand  of  the  Trustee, 
the  Railroad  Company  agrees  and  covenants  that  it  will  pay 
the  Trustee,  for  the  benefit  of  the  holders  of  the  bonds  and 
coupons  hereby  secured  then  outstanding,  the  whole  amount 
which  shall  theu  be  due  and  payable  on  all  such  bonds  and 
coupons  for  principal  or  interest  or  both,  as  the  case  may 
be,  with  interest  upon  the  overdue  principal  and  instalments 
of  interest  ;  and,  in  case  the  Railroad  Company  shall  fail  to 
pay  the  same  forthwith  upon  such  demand,  the  Trustee,  in 
its  own  name  and  as  trustee  of  an  express  trust,  shall  be  en- 
titled to  recover  judgment  for  the  whole  amount  so  due  and 
unpaid.  The  trustee  shall  be  entitled  to  recover  judgment  as 
aforesaid  before  or  after  or  during  the  pendency  of  any  pro- 
ceeding for  the  enforcement  of  the  lien  of  this  Indenture  upon 
the  mortgaged  premises,  and  the  right  of  the  Trustee  to  re- 
cover such  judgment  shall  not  be  affected  by  any  entry  or  sale 
hereunder,  or  by  the  exercise  of  any  other  right,  power  or 
remedy  for  the  enforcement  of  the  provisions  of  this  Indenture, 
or  by  the  foreclosure  of  the  lieu  thereof  ;  and  in  case  of  a  sale 
of  the  mortgaged  premises  and  of  the  application  cf  the  pro- 
ceeds of  sale  to  the  payment  of  the  mortgage  debt,  the  Trustee, 
in  its  own  name  and  as  trustee  of  an  express  trust,  shall  be  en- 
titled to  receive  and  to  enforce  payment  of  any  and  all  defici- 
encies or  amounts  then  remaining  due  and  unpaid  upon  any 
and  all  of  the  bonds  issued  hereunder  and  then  outstanding, 
for  the  benefit  of  the  holders  thereof,  and  shall  be  entitled  to 
recover  judgment  for  any  portion  of  the  mortgaged  debt  re- 
maining unpaid,  with  interest.  No  recovery  of  any  judgment 
by  the  Trustee  and  no  levy  of  any  execution  under  any  such 
judgment  upon  property  subject  to  the  lien  of  this  Indenture,  or 
upon  any  other  property,  shall  in  any  manner,  or  to  any  extent, 
affect  or  impair  the  lien  of  the  Trustee  upon  the  mortgaged 
property  or  any  part  thereof,  or  auy  rights,  powers,  or  remedies 
of  the  Trustee  hereunder,  or  any  rights,  powers,  or  remedies  of 
the  holders  of  the  bonds  hereby  secured,  but  such  lien,  rights, 
powers  and  remedies  shall  continue  unaffected  and  unimpaired 
as  before.  Any  moneys  thus  recovered  or  collected  by  the 
Trustee  under  this  Article,  less  the  cost  and  expenses  of  collec- 
tion and  the  reasonable  compensation  of  the  Trustee,  shall  be 


24 


applied  by  it  towards  payment  to  the  holders  of  such  bonds 
and  coupons  of  the  amounts  due  and  unpaid  upon  such  bonds 
and  coupons  respectively,  such  payment  in  every  instance  to 
be  made  ratably  and  without  any  preference  or  priority  upon 
presentation  of  the  respective  bonds  and  coupons  and  endorse- 
ment of  such  payment  thereon,  if  partly  paid,  or  upon  cancella- 
tion thereof,  if  paid  in  full. 


Article  Fouhth. 

Upon  the  written  request  of  the  Railroad  Company,  ex- 
pressed by  resolution  of  its  Board  of  Directors,  the  Trustee 
shall,  from  time  to  time,  release  from  the  lien  and  operation 
of  this  Indenture  any  part  of  the  real  estate  and  other 
property  hereby  conveyed  and  mortgaged  ;  provided,  that  no 
part  of  the  lines  of  track  or  the  rights  of  way  shall  be  released 
unless  the  same  shall  no  longer  be  of  use  in  the  operation  of 
the  mortgaged  railroad,  and  that  no  part  of  such  lines  of  track 
or  rights  of  way  shall  be  so  released  if  thereby  the  continuity 
of  the  railroad  hereby  mortgaged  shall  be  broken  ;  and  pro- 
vided, further,  that  no  part  of  the  mortgaged  premises  or 
property  shall  be  released  hereunder  unless  at  the  time  of  such 
release  it  shall  no  longer  be  necessary  or  expedient  to  retain 
the  same  for  the  operation,  maintenance  or  use  of  the  remain- 
ing railroads  and  property  or  for  use  in  conducting  the  busi- 
ness thereof,  and  no  such  release  shall  be  made  unless  the 
Railroad  Company  shall  have  contracted  to  sell  the  property 
so  to  be  released,  or  shall  have  contracted  to  exchange  the 
same  for  other  property. 

The  proceeds  of  any  and  all  sales  of  property  covered  by 
this  Indenture  and  all  moneys  received  as  compensation  for 
any  property  subject  to  this  Indenture  taken  by  exercise  of 
the  power  of  eminent  domain  shall  be  paid  to  the  Trustee  to 
be  by  it  held  and  paid  over  to  the  Railroad  Company  upon 
delivery  to  the  Trustee  of  (1)  a  certificate  of  the  treasurer  aud 
engineer  of  the  Railroad  Company  setting  forth  that  addi- 
tions, improvements  or  betterments  to  the  property  of  the 
Railroad  Company  have  been  made  since  the  execution  of  this 
Indenture  at  a  cost  to  the  Railroad  Company  named  in 
said  certificate,  and  stating  further  the  reasonable  value 
of   such     improvements,   additions      or    betterments    to    the 


25 

Railroad  Company,  and  (2)  a  resolution  of  the  Board  of 
Directors  of  the  Railroad  Company  authorizing  the  execu- 
tion of  the  said  certificate  by  the  treasurer  and  engineer 
and  further  authorizing  the  Trustee  to  pay  over  to  the  Rail- 
road Company  the  reasonable  value  of  such  improvements, 
extensions  or  additions  named  in  said  certificate  unless  such 
reasonable  value  shall  exceed  the  cost  thereof  in  which  case 
the  Trustee  shall  pay  over  the  cost  thereof.  Any  new  prop- 
erty acquired  by  the  Railroad  Company  by  exchange  or 
purchase,  to  take  the  place  of  any  property  released  here- 
under shall  forthwith  become  subject  to  the  lien  of  this 
Indenture  as  fully  as  if  specifically  mortgaged  hereby  and 
without  further  conveyance  ;  but,  if  requested  by  the  Trustee, 
the  Railroad  Company  shall  convey  the  same  to  the  Trustee 
by  appropriate  deeds  upon  the  trusts  and  for  the  purposes  of 
this  Indenture. 

The  Railroad  Company  from  time  to  time  may  make  changes 
or  alterations  in  or  substitutions  of  any  and  all  leases,  track- 
age rights  or  contracts  covered  by  this  Indenture  ;  but  in  such 
event  any  modified,  altered  or  substituted  leases,  contracts  or 
trackage  rights  shall  forthwith  become  bound  by  and  be  sub- 
ject to  the  terms  of  this  Indenture  to  the  same  extent  and  in 
the  same  manner  as  those  previously  existing,  and  copies 
thereof  shall  be  filed  by  the  Railroad  Company  with  the 
Trustee. 

The  Railroad  Company,  while  in  possession  of  the  mort- 
gaged premises,  shall  also  have  full  power,  from  time  to  time, 
in  its  discretion,  to  dispose  of  any  of  the  rails,  equipment, 
machinery,  tools,  implements,  materials  and  supplies  at  any 
time  held  subject  to  the  lien  hereof,  which  may  have  become 
unsuitable  or  unnecessary  for  such  use.  replacing  the  same 
by  new  rails,  equipment,  machinery,  tools,  implements,  ma- 
terials or  supplies  which  shall  become  subject  to  this  In- 
denture. 

In  case  the  mortgaged  premises  shall  be  in  the  possession 
of  a  receiver  lawfully  appointed,  the  powers  in  and  by  this 
Article  conferred  upon  the  Railroad  Company  may  be  exercised 
by  such  receiver  ;  and  if  the  Trustee  shall  be  in  possession  of 
the  mortgaged  premises  under  any  provision  of  this  Indenture, 
then  all  the  powers  of   this  Article  conferred  upon  the  Rail- 


26 

road  Company  may   be   exercised    by  the   Trustee  iu  its  dis- 
cretion. 

A  certificate  signed  by  the  President  or  a  Vice-President 
of  the  Railroad  Company  shall  be  received  by  the  Trustee  as 
conclusive  evidence  of  any  of  the  facts  mentioned  in  this 
Article,  and  shall  be  full  warrant  and  protection  to  the  Trustee 
for  its  action  on  the  faith  thereof. 

Article  Fifth. 

The  Trustee  hereby  accepts  the  trusts  and  assumes  the 
duties  hereby  created  and  imposed  upon  it,  but  only,  unless 
hereinbefore  specifically  provided,  upon  the  following  terms 
and  conditions,  to  wit  : 

The  Trustee  shall  not  be  under  any  obligation  to  take  any 
action  towards  the  execution  or  enforcement  of  the  trusts 
hereby  created  which  in  its  opinion  will  be  likely  to  involve  it 
in  expense  or  liabilty,  unless  one  or  more  of  the  holders  of 
the  bonds  hereby  secured  shall,  as  often  as  required  by  the 
Trustee,  furnish  it  reasonable  security  and  indemnity  against 
such  expense  or  liability  ;  nor  shall  the  Trustee  be  required 
to  take  notice  of  any  default  hereunder  and  may  for  all  pur- 
poses assume  that  the  Railroad  Company  is  not  in  default 
hereunder  and  that  there  has  been  no  defavdt  in  the  payment 
of  the  bonds  and  obligations  at  any  time  subject  to  the  lien 
hereof  or  under  the  instruments  pursuant  to  the  terms  of  which 
any  such  bonds  or  obligations  were  issued,  unless  and  until 
notified  in  writing  of  such  default  by  the  holders  of  at  least 
twenty-five  per  cent,  in  amount  of  the  bonds  hereby  secured 
then  outstanding,  or  to  take  any  action  in  respect  of  any  de- 
fault unless  requested  to  take  action  in  respect  thereof  by  a 
writing  signed  by  the  holders  of  not  less  than  twenty-five  per 
cent,  in  amount  of  the  bonds  hereby  secured  then  outstanding 
and  tendered  reasonable  security  and  indemnity  as  aforesaid, 
anything  herein  contained  to  the  contrary  notwithstanding  ; 
but  the  foregoing  provisions  of  this  Section  are  intended  ouly 
for  the  protection  of  the  Trustee  and  shall  not  be  construed 
to  limit  or  affect  any  discretion  or  power  by  any  provision 
of  this  Indenture  given  to  the  Trustee  to  determine  whether 
or  not  it  shall  take  action  in  respect  of  such  default,  or 
any  power  or  discretion   of   the  Trustee    to  take  action  in  re- 


27 

spect  of  any  default  without  any  such  notice  or  request  from 
bondholders. 

The  recitals  herein,  and  in  the  First  Mortgage  Five  Year 
Six  Per  Ceut.  Gold  Bonds  contained,  are  made  solely  by 
the  Railroad  Company  and  the  Trustee  is  not  responsible 
for  the  accuracy  thereof. 

The  Trustee  shall  have  a  lien  upon  the  property  hereby 
conveyed,  and  the  proceeds  thereof  prior  and  paramount  to 
the  bonds  issued  hereunder  and  the  interest  thereon  for  its 
reasonable  expenses,  counsel  fees  and  disbursements  incurred 
in  the  execution  of  the  trusts  hereby  created,  as  also  for  its 
reasonable  compensation  for  services,  and  the  holders  of  each 
and  every  bond  issued  hereunder  shall  be  deemed  to  have 
recognized  and  assented  to  such  priority  of  lien.  The  Trustee 
shall  not  be  liable  for  anything  in  connection  with  this 
trust,  except  for  its  willful  misconduct  or  gross  negligence. 
The  Trustee  shall  have  no  responsibility  for  or  in  respect  to 
the  validity  or  sufficiency  of  this  Indenture  or  of  the  lien 
purported  to  be  hereby  created,  or  for  or  in  respect  to  the  due 
execution  or  acknowledgment  hereof  by  the  party  of  the 
first  part  or  for  or  in  respect  to  the  recording  or  filing 
hereof,  or  as  to  the  title  or  value  of  the  property  herein- 
before described,  neither  the  Trustee  nor  its  officers  or 
agents  purporting  to  have  or  having  any  knowledge  as  to  any 
of  such  matters,  nor  shall  it  be  the  duty  of  the  Trustee  to 
do  any  act  whatever  other  than  the  acceptance  and  execu- 
tion hereof,  for  the  creating,  perfecting  or  continuing  of  the 
lien  of  this  Indenture  or  to  give  notice  of  the  existence  of 
the  lien  thereof,  or  to  extend,  or  supplement  the  lien  sought 
to  be  created  hereby,  and  the  party  of  the  first  part  hereby 
covenants  that  this  Indenture  has  been  duly  executed  and  ac- 
knowledged and  that  it  will  duly  record  and  file  the  same  in 
the  proper  offices. 

The  Trustee  shall  be  under  no  duty  to  pay,  or  to  keep 
itself  informed  as  to  the  payment  of  rents,  taxes,  or  assess- 
ments upon  the  property  hereinbefore  described,  or  to  effect 
insurance  against  fire  or  other  damage  to  any  portion  of  the 
said  property  or  to  renew  any  policies  of  fire  or  other  insur- 
ance thereon.  The  Trustee  may  in  its  discretion  at  the  ex- 
pense of  the  party  of  the  first  part,  or  of  the  trust  estate,  do  or 
procure  to  be  done  any  or  all  of  the  matters  or  things  in  this 


28 

paragraph  set  forth,  but  any  such  action  on  its  part  shall  not 
be  construed  as  a  waiver  of  its  exemption  from  responsibility 
therefor. 

While  the  Trustee  shall  be  protected  in  all  cases  for  all 
acts  done  in  good  faith  under  or  in  compliance  with,  and  in 
reliance  upon,  the  resolutions  of  the  Railroad  Company  or  the 
certificates  of  its  officers  in  any  part  of  this  Indenture  pro- 
vided, yet  it  may  in  any  case,  in  its  discretion,  require  from 
the  said  Railroad  Company  or  officers  other  reasonable  evi- 
dence of  the  facts  set  forth  in  such  resolutions  or  certificates. 
The  Trustee  shall  not  be  personally  liable  for  any  debts  con- 
tracted by  it,  or  for  damages  to  persons  or  property  carried  or 
injured,  or  for  salaiies  or  nonfulfillment  of  contracts  during 
any  period  wherein  the  Trustee  shall  manage  the  trust  prop- 
erty or  premises  upon  entry  as  aforesaid. 

Article  Sixth. 

No  holder  of  any  bond  or  coupon  hereby  secured  shall  have 
any  right  to  institute  auy  suit,  action  or  proceeding  at  law  or 
in  equity  upon  or  in  respect  of  this  Indenture,  or  for  the  exe- 
cution of  any  trust  or  power  thereof,  or  for  the  appointment 
of  a  receiver,  or  for  any  other  remedy  under  or  upon  this  In- 
denture, unless  such  holder  shall  previously  have  given  to  the 
Trustee  written  notice  of  any  existing  default  and  of  the 
continuance  thereof  as  hereinbefore  provided ;  nor  unless 
also  the  holders  of  twenty- five  per  cent,  in  amount  of  the 
bonds  hereby  secured  then  outstanding  shall  have  made 
written  request  upon  the  Trustee  and  shall  have  afforded  to  it 
reasonable  opportunity  itself  to  proceed  to  exercise  the  powers 
hereinbefore  granted,  or  to  institute  such  action,  suit  or 
proceeding  in  its  own  name  ;  nor  unless,  also,  such  holder  or 
holders  shall  have  offered  to  the  Trustee  reasonable  security 
and  indemnity  against  the  costs,  expenses  and  liabilities  to  be 
incurred  therein  and  thereby ;  and  such  notification,  request 
and  offer  of  indemnity  are  hereby  declared,  in  every  such  case, 
at  the  option  of  the  Trustee,  to  be  conditions  precedent  to  any 
action  or  cause  of  action  for  foreclosure  or  for  the  appoint- 
ment of  a  receiver,  and  to  the  institution  of  any  such  suit, 
action  or  proceeding  and  to  any  other  remedy  hereunder  ;  it 
beintr  understood  and  intended  that  no  one  or  more  holders  of 


29 

bonds  or  coupons  shall  have  any  right  in  any  manner  whatever 
to  affect,  disturb  or  prejudice  the  lien  of  this  Indenture  by  his 
ov  their  action,  or  to  enforce  any  right  hereunder,  except  in 
the  manner  herein  provided,  and  that  all  proceedings  here- 
under at  law  or  in  equity  shall  be  instituted,  had  and  main- 
tained in  the  manner  herein  provided  and  for  the  equal  benefit 
of  all  holders  of  such  outstanding  bonds  and  coupons. 


Aeticle  Seventh. 

The  Trustee  may  resign  and  be  discharged  from  the  trusts 
created  by  this  Indenture,  by  delivering  to  the  Railroad  Com- 
pany written  notice  thereof  addressed  to  the  bondholders  of 
the  Railroad  Company  and  by  publishing  such  notice  at  least 
twice  a  week  for  four  successive  weeks  in  one  newspaper  pub- 
lished in  New  York  City,  New  York,  and  by  due  execution  of 
the  instruments  herein  required.  The  Trustee  may  be  re- 
moved at  any  time  by  an  instrument  in  writing  under  the 
hands  of  the  holders  of  two-thirds  in  amount  of  the  bonds 
hereby  secured  and  then  outstanding,  and  upon  payment  to 
the  Trustee  of  its  compensation  to  the  date  of  such  removal ; 
but  no  such  removal  shall  be  made  before  default  hereunder 
without  the  written  consent  of  the  Railroad  Company. 

In  case  at  any  time  The  Equitable  Trust  Company  of  New 
York  or  its  successor  hereunder,  shall  resign  or  be  removed  or 
otherwise  become  incapable  of  acting,  a  successor  Trustee 
qualified  as  hereinafter  stated,  may  be  appointed  by  the  holders 
of  a  majority  in  amount  of  the  bonds  hereby  secured  then  out- 
standing, by  an  instrument  or  concurrent  instruments  or 
counterparts  signed  by  such  bondholders  or  their  agents  duly 
authorized ;  provided,  nevertheless,  and  it  is  hereby  agreed 
and  declared  that  in  case  at  any  time  neither  the  present 
Trustee  nor  any  successor  Trustee  shall  be  in  office  hereunder, 
the  Railroad  Company  may,  by  an  instrument  executed  by 
order  of  its  Board  of  Directors,  appoint  a  trust  company 
(which  shall  be  qualified  as  hereinafter  stated)  to  fill  such 
vacancy  until  a  new  Trustee  shall  be  appointed  by  the  bond- 
holders. The  Railroad  Company  thereupon  shall  publish 
notice  of  such  appointment  once  a  week  for  four  successive 
weeks  in  a  newspaper  published  in  New  York  City,  New  York  ; 


30 

and  any  new  Trustee  so  appointed  shall  immediately  and 
without  further  act  be  superseded  by  a  Trustee  appointed,  in 
the  manner  above  provided,  by  the  holders  of  a  majority  in 
amount  of  the  bonds  hereby  secured,  if  so  appointed  within 
one  year  after  the  first  publication  of  such  last-mentioned 
notice. 

Every  Trustee  appoiuted  hereunder,  as  successor  to  The 
Equitable  Trust  Company  of  New  York,  shall  always  be  a 
trust  company  in  good  standing  doing  business  in  the  Citj'  of 
New  York,  if  there  be  such  a  trust  company  willing,  able  and 
qualified  to  accept  the  trust  upon  reasonable  or  customary 
terms,  and  all  the  rights,  powers  and  duties  by  this  Indenture 
vested  in  the  Trustee  shall  be  vested  in  such  successor  trustee, 
and  every  provision  of  this  Indenture  applicable  to  the  Trustee 
shall  apply  equally  to  such  successor  trustee. 

Any  new  Trustee  appoiuted  hereunder  shall  execute, 
acknowledge  and  deliver  to  the  Railroad  Company  an  instru- 
ment accepting  such  appointment  hereunder,  and  thereupon 
such  new  Trustee,  without  any  further  act,  deed  or  convey- 
ance, shall  become  vested  with  all  the  estates,  properties, 
rights,  powers  and  trusts  of  its  predecessors  in  the  trust  here- 
under with  like  effect  as  if  originally  named  as  Trustee  herein  ; 
but  the  Trustee  ceasing  to  act  shall,  nevertheless,  on  the 
written  demand  of  the  new  Trustee,  execute  and  deliver  an 
instrument  conveying  and  transferring  to  such  new  Trustee 
upon  the  trusts  herein  expressed,  all  the  estates,  properties, 
rights,  powers  and  trusts  of  the  Trustee  so  resigned  or  re- 
moved, and  shall  duly  assign,  transfer  and  deliver  all  property 
and  moneys  held  by  such  Trustee  to  the  new  Trustee  so  ap- 
pointed in  his  or  its  place  ;  and,  upon  request  of  any  such  new 
Trastee,  the  Railroad  Company  shall  make,  execute,  acknowl- 
edge and  deliver  any  and  all  deeds,  conveyances,  or  instru- 
ments in  writing  necessary  for  more  fully  and  certainly  vesting 
in  and  confirming  to  such  new  Trustee  all  such  estates,  prop- 
erties, rights,  powers,  trusts  and  duties. 

Article  Eighth. 

Until  some  default  shall  have  been  made  in  the  due  and 
punctual  payment  of  the  interest  or  of  the  principal  of  the 
bonds    hereby    secured,  or  of  some   part  of  such   interest  or 


31 

principal,  or  in  the  clue  and  punctual  performance  and  observ- 
ance of  some  covenant  or  condition  hereof  obligatory  upon  the 
Railroad  Company,  and  such  default  shall  have  continued 
beyond  the  period  of  grace,  if  any,  herein  provided  in  respect 
thereof,  the  Railroad  Company,  its  successors  and  assigns  shall 
be  suffered  and  permitted  to  retain  actual  possession  of  the 
railroad  premises  hereby  mortgaged,  and  to  manage,  operate 
and  use  the  same  and  every  part  thereof,  with  the  rights  and 
franchises  appertaining  thereto,  and  to  collect,  receive  and 
take  the  tolls,  earnings,  rents,  issues,  profits  and  other  income 
thereof. 

Akticle   Ninth. 

If,  when  the  bonds  hereby  secured  shall  have  become  due 
and  payable,  the  Railroad  Company  shall  well  and  truly  pay 
or  cause  to  be  paid  the  whole  amount  of  the  principal  moneys 
and  interest  due  upon  all  of  the  bonds  hereby  secured  and 
outstanding,  or  shall  provide  for  such  payment  by  depositing 
with  the  Trustee  hereunder,  for  the  payment  of  such  bonds, 
the  entire  amount  due  and  to  become  due  thereon  for  princi- 
pal and  interest,  or  shall  at  any  time  deliver  or  cause  to  be 
delivered  to  the  Trustee  for  cancelation  and  destruction  all  the 
bonds  issued  hereunder  together  with  all  unmatured  coupons 
thereunto  belonging,  and  shall  also  pay  or  cause  to  be  paid  all 
other  sums  payable  hereunder,  and  shall  well  and  truly  keep, 
perform  and  observe  all  the  things  herein  required  to  be  kept, 
performed  and  observed  by  it  according  to  the  true  intent  and 
meaning  of  this  Indenture,  then  and  in  that  case  all  property, 
rights  and  interest  hereby  conveyed  shall  revert  to  the  Rail- 
road Company,  or  to  whomsoever  may  be  entitled  thereto,  and 
the  estate,  right,  title  and  interest  of  the  Trustee  therein  shall 
thereupon  cease,  determine  and  become  void  ;  and  the  Trustee 
shall,  in  such  case,  on  demand  of  the  Railroad  Company, 
and  at  its  cost  and  expense,  enter  satisfaction  and  discharge 
of  this  Indenture  upon  the  records,  and  deliver  to  the  Rail- 
road Company,  or  to  whomsoever  may  be  entitled  thereto,  all 
securities,  money  and  other  property  held  by  it  as  Trustee 
hereuuder. 


32 

Article  Tenth. 

Any  request  or  other  instrument  required  by  this  Indenture 
to  be  signed  or  executed  by  bondholders  may  be  in  any  num- 
ber of  documents  of  similar  tenor,  and  may  be  signed  or  exe- 
cuted by  such  bondholders  in  person,  or  by  agent  or  attorney 
appointed  in  writing.  Proof  of  the  execution  of  such  a  request 
or  other  instrument,  or  of  a  writing  appointing  any  such. 
agent  or  attorney,  and  of  the  holding  by  any  person  of  coupon 
bonds  transferable  by  delivery,  shall  be  sufficient  for  any 
purpose  of  this  Indenture  and  shall  be  conclusive  in  favor 
of  the  Trustee  with  regard  to  any  action  taken  by  them  or  it 
under  such  request  or  other  instrument,  if  made  in  the  follow- 
ing manner,  viz.  :  (1)  The  fact  and  date  of  the  execution  by 
any  person  of  any  such  request,  or  other  instrument,  or 
writing  may  be  proved  by  the  certificate  of  any  notary  public 
or  other  officer  authorized  to  take  acknowledgments  of  deeds 
to  be  recorded  in  any  state  within  the  United  States,  certify- 
ing that  the  person  signing  such  request  or  other  instrument 
acknowledged  to  him  the  execution  thereof,  or  by  the  affidavit 
of  a  witness  to  such  execution  duly  sworn  to  before  any  such 
notary  public  or  other  officer.  (2)  The  amount  of  coupon 
bonds  transferable  by  delivery  held  by  any  person  executing 
any  such  request  or  other  instrument  as  a  bondholder,  and 
the  amounts  and  issue  numbers  of  the  bonds  held  by  such 
person  and  the  date  of  his  holding  the  same,  may  be  proved 
by  a  certificate  executed  by  any  trust  company,  bank  or  other 
depositary  (wherever  situated)  whose  certificate  shall  be 
deemed  by  the  Trustee  to  be  satisfactory,  showing  that  such 
person  had  on  deposit  with  suck  depositary  or  exhibited  to  it 
the  bonds  described  in  such  certificates  at  the  date  therein 
mentioned.  (3)  The  ownership  of  registered  bonds  shall  be 
proved  by  the  books  for  the  registry  of  such  bonds  under 
Section  3  of  Article  First  hereof. 

Article  Eleventh. 

The  Bail  road  Company  and  the  Trustee  may  deem  and 
treat  the  bearer  of  any  coupon  bond  hereby  secured,  which 
shall  not  at  the  time  be  registered  as  hereinbefore  authorized, 
and  the  bearer  of  any  coupon  for  interest  on  any  such  bond, 
whether  such  bond  shall  be  registered  or  not,  as  the  absolute 


33 

owner  of  such  bond  or  coupon,  as  the  case  may  be,  for  the 
purpose  of  receiving  payment  thereof  and  for  all  other 
purposes  ;  and  neither  the  Railroad  Company  nor  the 
Trustee  shall  be  affected  by  any  notice  to  the  contrary. 

The  Railroad  Company  and  the  Trustee  may  deem  and 
treat  the  person  in  whose  name  any  coupon  bond  shall  be 
registered  upon  the  books  of  the  Railroad  Company  as  here- 
inbefore provided,  as  the  absolute  owner  thereof  for  the  pur- 
pose of  receiving  payment  of,  or  on  account  of  the  principal 
thereof,  and  for  all  other  purposes,  except  to  receive  pay- 
ment of  interest  represented  by  outstanding  coupons;  and 
all  such  payments  so  made  to  such  registered  holder,  for 
the  time  being,  or  upon  his  order,  shall  be  valid  and  effectual 
to  satisfy  and  discharge  the  liability  upon  such  bond  to  the 
extent  of  the  sum  or  sums  so  paid. 

Article  Twelfth. 

Nothing  contained  in  this  Indenture  or  in  any  bond 
hereby  secured  shall  prevent  any  consolidation  or  merger 
of  the  Railroad  Company  with  any  other  corporation  or  any 
conveyance  and  transfer,  subject  to  the  continuing  lien  of  this 
Indenture  and  to  all  the  provisions  thereof,  of  all  the  mort- 
gaged and  pledged  premises  and  property  as  an  entirety  to  a 
railroad  corporation  at  that  time  existing  under  and  by  virtue 
of  law  and  entitled  to  acquire  the  same  ;  provided,  that  such 
consolidation,  merger  or  sale  shall  not  impair  the  lien  and 
security  of  this  Indenture  or  any  of  the  rights  or  powers  of 
the  Trustees  hereunder,  and  that  upon  any  such  consolidation, 
merger  or  sale  the  due  and  punctual  payment  of  the  principal 
and  interest  of  all  the  bonds  then  outstanding  under  and 
secured  by  this  Indenture  according  to  their  tenor,  and  the 
due  and  punctual  performance  and  observance  of  all  cove- 
nants and  conditions  in  this  Indenture  contained  and  required 
to  be  observed  and  performed  by  the  Railroad  Company  shall 
be  assumed  by  the  corporation  formed  by  such  consolidation 
or  merger  or  by  the  grantee  or  transferee  as  aforesaid. 

In  case  the  Railroad  Company,  pursuant  to  this  Article 
shall  be  consolidated  or  merged  with  any  other  corporation,  or 
shall  sell,  convey  and  transfer,  subject  to  this  Indenture,  all 
the  mortgaged   and   pledged  premises  and  property  as  an   en- 


34 

t i ret y  as  aforesaid,  the  successor  corporation  formed  by  such 
consolidation  or  into  which  the  Railroad  Company  shall  have 
been  merged  or  which  shall  have  received  a  conveyance  and 
transfer  as  aforesaid,  upon  executing  and  causing  to  be  re- 
corded an  Indenture  with  the  Trustee  and  satisfactory  to  them, 
whereby  such  successor  corporation  shall  assume  the  due  and 
punctual  payment  of  the  principal  and  interest  of  the  bonds 
secured  by  this  Indenture,  and  upon  the  performance  of  all  of 
the  covenants  and  conditions  of  this  Indenture,  shall  succeed 
to  and  be  substituted  for  the  Railroad  Company  with  the  same 
effect  as  if  it  had  been  named  herein  as  party  of  the  first  part 
hereto. 

Article  Thirteenth. 

The  party  hereto  of  the  second  part,  hereby  accepts  the 
trusts  in  this  Indenture  declared  and  provided,  and  agrees  to 
perform  the  same  upon  the  terms  and  conditions  hereinbefore 
set  forth. 

Except  when  otherwise  indicated  the  term  "  Trustee  "  as 
used  in  this  Indenture  shall  be  held  to  mean  The  Equitable 
Trust  Company  of  New  York,  or  any  person  or  trust  com- 
pany which  for  the  time  being  shall  act  as  Trustee  hereunder 
in  succession  to  said  The  Equitable  Trust  Company  of  New 
York. 

All  the  covenants,  agreements,  stipulations  and  provisions 
in  this  Indenture  contained,  by  or  relating  to  the  Railroad 
Company,  shall  bind  and  relate  to  its  successors  and  assigns, 
whether  so  expressed  or  not ;  and  every  successor  corporation 
which  shall  be  lawfully  vested  with  the  ownership  of  the  prop- 
erties subject  to  this  Indenture  shall  possess  and  may  exercise 
each  and  every  right  and  power  hereunder  of  the  Railroad 
Company. 

In  order  to  facilitate  the  recording  of  this  Indenture,  the 
same  may  be  simultaneously  executed  in  counterparts,  each 
of  which  so  executed  shall  be  deemed  to  be  an  original,  and 
such  counterparts  shall  together  constitute  but  one  and  the 
same  instrument. 

In  witness  whereof,  The  Atlantic  and  North  Carolina 
Railroad  Company,  party  hereto  of  the  first  part,  and  The 
Equitable  Trust  Company  of   New  York,  party  hereto    of    the 


35 

second  part,  have  duly  caused  these  presents  to  be  signed  by 
their  respective  Presidents  or  Vice  Presidents  and  their 
respective  corporate  seals  to  be  hereto  affixed,  attested  by 
their  respective  Secretaries  or  Assistant  Secretaries  as  of  the 
day  and  year  first  above  written. 

The  Atlantic  and  North  Carolina 
Kailroad  Company, 

By  R.  A.  Nunn, 

President. 
Attest  : 

T.  W.  Slocumb, 

Secretary. 


The  Equitable  Trust  Company  of  New  York, 
By  Heman  Dowd, 


Vice-President. 


Attest  : 

S.  Armstrong, 

Asst.  Secretary. 

Signed,  sealed  and  delivered  on  behalf") 
of  The  Atlantic  and  North  Carolina  - 
Railroad  Company  in  the  presence  of) 

D,  S.  Jones. 
Ernest  M.  Green. 


Signed,  sealed  and  delivered  on  behalf) 
of  The  Equitable  Trust  Company  of  - 
New  York  iu  the  presence  of  ) 

A.  E.  Bates. 

O.  P.  Farwell,  Jr. 


36 

State  of   New  York, 
New   York  County, 

This  is  to  certify  that  on  the  30th  day  of  June,  1917, 
before  me  personally  came  S.  Armstrong,  with  whom  I  am 
personally  acquainted,  who,  being  by  me  duly  sworn,  says 
that  he  is  an  asst.  secretary  of  The  Equitable  Trust  Com- 
pany of  New  York, -a  corporation,  and  that  Heman  Dowd 
is  a  vice-president  of  said  corporation  described  in,  and  which 
executed  the  foregoing  instrument  ;  that  he  knows  the  common 
seal  of  said  corporation  ;  that  the  seal  affixed  to  the  foregoing 
instrument  is  said  common  seal,  and  the  name  of  the  said  cor- 
poration was  subscribed  thereto  by  the  said  vice-president, 
and  that  said  vice-president  and  asst.  secretary  subscribed 
their  names  thereto,  and  said  common  seal  was  affixed,  all  by 
order  of  the  board  of  Trustees  of  said  corporation,  and  that 
the  said  instrument  is  the  act  and  deed  of  said  corporation. 

Witness  my  hand  and  official  seal,  this  the  30th  day  of 
June,  1917. 

B.  C.  McKanna, 

Notary  Public. 
My  Commission  Expires  30th  day  of  March,  1919. 


37 

North  Carolina,  ) 
Craven  County,    $ 

This  is  to  certify  that  on  the  28th  day  of  June,  1917, 
before  ine  personally  came  T.  W.  Slocumb,  with  whom  I  am 
personally  acquainted,  who,  being  by  me  duly  sworn,  says  that 
he  is  the  secretary  of  the  Atlantic  and  North  Carolina  Bail- 
road  Company,  a  corporation,  and  that  R.  A.  Nunn  is  the 
president  of  said  corporation  described  in,  and  which  ex- 
ecuted the  foregoing  instrument  ;  that  he  knows  the  common 
seal  of  said  corporation  ;  that  the  seal  affixed  to  the  forego- 
ing instrument  is  said  common  seal,  and  the  name  of  the  said 
corporation  was  subscribed  thereto  by  the  said  president,  and 
that  said  president  and  secretary  subscribed  their  names 
thereto,  and  said  common  seal  was  affixed,  all  by  order  of  the 
board  of  directors  of  said  corporation,  and  that  the  said  in- 
strument is  the  act  and  deed  of  said  corporation. 

Witness  my  hand  and  official  seal,  this  the  28th  day  of 
June,  1917. 

D.  S.  Jones, 

Notary  Public. 

My  commission  expires  22nd  day  of  December,  1917. 


North  Carolina, 
Craven  County, 

The  foregoing  certificates    of  , 

a  Notary  Public  of  New  York  County,  N.  Y.,  and 

,  a  Notary  Public  of  Craven  County,  N.  C, 
are  adjudged  to  be  correct.  Let  the  instrument  and  the  cer- 
tificates be  registered. 

This  day  of  June,  1917. 


Clerk  of  the  Superior  Court. 


[16508] 


tfhen  and  where  registered: 

Craven  county,    filed  4  July,  1917,  registered  in  book  210,   page  433; 

Carteret  County,      ft     7  July,      "                   "  25,        "      147; 

Wayne              »              •   ■         •            i                   *  134,        "      563; 

Jonee              "              •  10     "            ■                  M  66,        "     424; 

Lenoir            ■                           "            ■                  "  ,      ■ 


